1              About

1.1          OnSpace Solution (1247038-D) (the Company) provides its customers with software as a service and third-party services (the Services). Details of the Services are found on the Company’s website, and the Company’s related sub-domains or platforms (the Platform).

2              Acceptance of these Terms

2.1          You accept these terms and conditions (the Terms), on behalf of yourself and any related business, by using or registering for the Services, making payment to the Company, browsing the Platform, or by subscribe to a plan. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the term “you’re” shall refer to such entity and its affiliates. By using the Platform or Services, browsing the Platform, making payment through the Platform, or subscribing to a plan, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease the use of the Platform and the Services immediately.

2.2          You may not use the Services and may not accept the Terms if:

(a)          the individual accepting this agreement does not have authority;

(b)          you are not of legal age to form a binding contract with the Company.

2.3          The Company reserves the right to review and change any of the Terms by updating this page at its sole discretion. When the Company updates the Terms, it will use reasonable endeavours to provide you with notice of the same. Any changes to the Terms take immediate effect from the date of their publication. If you choose not to accept any changes to the Terms, your sole recourse will be to stop using the Services. Before you continue, we recommend you keep a copy of the Terms for your records.

3              Account Set Up

3.1          To access the Services, you are required to register for an account with the Company (the Account). You may register for an Account via the Platform or by signing up on the website.

3.2          As part of the registration process or as part of your continued use of the Services, you will be required to provide business or personal information about yourself (such as identification, contact details, payment details, bank details, and other personal information such as name, contact number, and address).

3.3          You agree that any information you give to the Company will always be accurate, correct and up to date.

3.4          You understand that by supplying the Company with your address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from the Company to keep you informed about the Company’s activities.

3.5          You and the Company agree that the Company may and will hold any information provided in relation to the Services in accordance with the Privacy Policy.

4              Identify Verification

4.1          You acknowledge and agree that due to the nature of the Services, the Company may be required to verify your identity to ensure that you are not using the Services in an illegal or fraudulent manner.

4.2          You warrant that where the Company advises you in writing that they require further verification of your identity then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of same.

4.3          You warrant that any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief and failure to comply with this clause will warrant an immediate termination of the provision of the Services to you.

5              Services

5.1          For you to be eligible to receive some of the Services, you must pay the fees that may be provided to you from time to time or found on the Platform and may vary from time to time (the Fee). Payment of the Fee may be made through the Platform’s third-party payment provider as specified on the Platform (the Payment Gateway). In using the Services or making payment of the Fee, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable terms and conditions, privacy policy and other relevant legal documentation required by the Payment Gateway, prior to you using the Payment Gateway services, and that by choosing that Payment Gateway it may be necessary for the Company to provide your business or personal information to the Payment Gateway.

5.2          By the Company offering its Service to you, you agree and acknowledge that:

(a)          the Company does not, at any time, provide any guarantees whatsoever, whether express or implied, with respect to the success of the Service or the information provided through the Platform and Services;

(b)          Unless otherwise stated, all amounts are listed in Ringgit Malaysia (RM) and are exclusive of GST;

(c)           The Company may receive a commission from or pay a commission to third parties in relation to the provision of the Services to you;

(d)          it is your responsibility to satisfy yourself as to:

(i)            any accounting classification and taxation consequences; and

(ii)           the compliance with all applicable legal and regulatory provisions in relation to information provided through the Platform or Services;

(e)          you shall remain solely responsible for assessing the implications and risks of using the Services; and

(f)           these Terms do not create a relationship of employment, trust, joint venture, agency, partnership or other relationship of a fiduciary nature between the parties.

5.3          You acknowledge that the Company has entered into these Terms in reliance on the acknowledgements, representations and warranties given by you in these Terms.

5.4          The Company and its third-party providers reserve the right to (and you acknowledge and agree that they may) perform routine maintenance on its systems as it deems necessary. During such a maintenance period Services may be unavailable for order by or delivery to you.

6              Non-Payment

6.1          The Company reserves the right to terminate or suspend your access to the Services in the event that you fail to pay any payment pursuant to the Services or any invoice sent by the Company from time to time.

7              Refund Policy

7.1           Unless otherwise specified in these Terms or Pricing Agreement, and to the extent permitted by the applicable law, all Subscription Fees are non-refundable. We do not provide refunds or credits for any partial use or non-use of the Services. (This applies to monthly, quarterly, bi-annual and annual subscription fees). You will continue to have access to the OSSB service through to the end of your billing period.

8              Copyright and Intellectual Property

8.1          The Platform, the Services and all of the related products and services of the Company (the Material) are subject to copyright. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Materials (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, lists, design elements and interactive features) (the Content) are owned or controlled for these purposes and are reserved by the Company or its contributors.

8.2          The Company retains all rights, title and interest (including copyrights, patents and trademarks) in the Material, the Content, and all related content therein. Nothing you do will transfer any interest in the Material to you, other than the grant of the licence to you in clause 8.4 below.

8.3          The Company does not grant you any other rights whatsoever in relation to the Material and/or the Content. All other rights are expressly reserved by the Company.

8.4          You may not, without the prior written consent of the Company and the permission of any other relevant rights owner: broadcast, republish, upload to a third party, transmit, post, distribute, show or display or publish in public, adapt or change in any way the Material or Content for any purpose, other than for the purposes expressly allowed by these Terms. This prohibition does not extend to the Material and Content which are freely available for re-use or are in the public domain.

9              Material and Content

9.1          You may read and copy the Material and Content for your internal business needs, but you may not publish, resell or sub-licence it. the Company makes no guarantees, representations or warranties about the accuracy or legal correctness of any of the Material or Content.

10          Third-Party Content and Services

10.1        You warrant that your debtors will be informed and will agree to any debts being referred to a debt collector prior to engaging the Services.

10.2        You warrant that you will obtain consent from customers and/or debtors to provide to the Company and third parties the data and information that you provide to the Company for the provision of the Services.

10.3        Third-Party Content

(a)          The Company works with a number of partners and affiliates whose websites may be linked with or provided by the Company and is controlled by parties other than the Company (each a Third Party Content).

(b)          The Company does not endorse and is not responsible or liable for the availability, contents, products, services or use of any third-party product or service, Third Party Content, any website accessed from a Third Party Content or any changes or updates to such sites. The Company makes no guarantees about the content or quality of the products or services provided by such sites.

(c)           By using any information, product, service, or functionality originating from the Services, you are allowing the Company to share with any third party, with which the Company has a contractual relationship, any information necessary to facilitate its provisions of products, services, or

11           Your Duties

11.1        You warrant that you will not:

(a)          resupply, resell, repackage or otherwise reuse, copy, download, upload, modify, translate, adapt, make any improvement or enhancement to or in any other way reproduce, a Service or any part of the Service;

(b)          permit any person to access or use a Service or otherwise provide a Service to any person, whether directly or indirectly other than your employee, officer, or agent and only for internal business purposes, not including any related body corporate (Authorised User);

(c)           reverse engineer, derive the source code of, tamper with any Service;

(d)          introduce, directly or indirectly, any virus, worm, trojan or other harmful or malicious code into any Service or otherwise corrupt, degrade or disrupt any Service;

(e)          circumvent any technological measures that are designed to prevent unauthorised use or access to any part of a Service;

(f)           engage in any form of the systematic extraction of all or part of any Service, including the use of “screen scraping”, “bots” and “spiders”;

(g)          merge any part of a Service with any other database or system, unless otherwise agreed to by the parties in writing;

(h)          use the Service to generate any statistical or other information, or to prepare any comparison to other information databases, that may be provided to any third party unless otherwise agreed to by the parties in writing;

(i)            use the Service if you are a direct or indirect competitor, or a sales agent, consultant or distributor for a direct competitor of the Company;

(j)           produce any Service in legal proceedings without our prior written consent, except as required by law; or

(k)          use a Service for any unlawful purpose or in a manner that contravenes any applicable laws.

11.2        You warrant that you will:

(a)          only use the Services for your internal business purposes (which, for the avoidance of doubt, does not include use of the internal business purposes of any of your related body corporate);

(b)          implement and maintain industry best practice security measures and safeguards in relation to the Services;

(c)           restrict access to the Services to Authorised Users;

(d)          keep all security and access credentials and identifiers confidential and secure and ensure they are not transferred between Authorised Users or disclosed to any other person;

(e)          protect the Services from unauthorised use, alteration, adoption, modification, reproduction, access, publication and distribution;

(f)           only use the Services on hardware, network and software that meets the minimum specifications notified by us to you, if any;

(g)          comply with our reasonable directions from time to time in relation to the Services;

(h)          when we deliver or transfer an electronic report or data extract to you, including by email, direct link, data stream, download or other media (Transferred Data), you may save the Transferred Data onto your system and use it only in accordance with this these Terms;

(i)            you will procure that your Authorised Users comply with the terms of these Terms;

(j)           If, as a result of the use or provision of the Services, a regulator makes lawful enquiries, carries out an investigation, or takes any action (Inquiry) which obliges you to provide assistance or information, then you will provide assistance and information to the regulator to the extent they are legally obliged to do so;

(k)          you will promptly notify us of any breach of these Terms.

12          Support

12.1        In the event that you have any problems with accessing or using the Service, you may contact the Company via support@onssb.com. However, the Company has no obligation or responsibility to provide any assistance or remedial action in relation to any such enquiry.

13          Limitation of liability

13.1        The Company’s total liability arising out of or in connection with the Services or the Terms, however arising, including at law, in equity, under the statute, or otherwise, will not exceed the resupply of the Service to you.

13.2        You expressly understand and agree that the Company will not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however, caused and under any theory of liability. This includes, but is not limited to, any loss of profit, any loss of goodwill or business reputation and any other intangible loss.

13.3        You expressly understand and agree that the Company will not be liable to you for your use of the information in the Services.

13.4       You may from time to time assign your debts to the company for the sole purpose of listing the debtor(s) name with a reputable credit rating agency in Malaysia.

14           Indemnity

14.1        You agree to indemnify and hold harmless the Company from and against:

(a)          all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with

(i)            inaccurate or misleading information provided by you or your agent; or

(ii)           any breach of the Terms;

(b)          any direct or indirect consequences of you accessing, using or transacting on the Platform or the Services or attempts to do so; and

(c)           non-Authorised Users gaining access to your account; and

(d)          use of products not permitted by these terms or any additional terms found herein.

14.2        This indemnity will survive termination of the Terms.

15           Termination of Services

15.1        The Terms will continue to apply until the deletion of your Account, or until terminated by the Company as set out below.

15.2        If you elect to terminate, you must provide at least thirty (30) days’ written notice to the Company.

15.3        The Company may at any time, terminate the Terms with you if:

(a)          you have breached any provision of the Terms or intend to breach any provision;

(b)          the Company is required to do so by law;

(c)           the partner, if any, with whom the Company offered the Services to you has terminated its relationship with the Company or ceased to offer the Services to you;

(d)          the Company is transitioning to no longer providing the Services in the country in which you are resident or from which you use the service;

(e)          the provision of the Services to you by the Company is, in the opinion of the Company, no longer commercially viable;

(f)           if you have used the Services:

(i)            in breach of any law;

(ii)           in a way that is misleading or deceptive;

(iii)          in a way which is unreasonable as determined by the Company at its absolute discretion; or

(iv)         in a manner which can or does bring the Company into disrepute or could damage the Company’s reputation as determined by the Company at its absolute discretion; or

(g)          for no reason.

17.4        Subject to local applicable laws, the Company reserves the right to discontinue or cancel your access to the Services at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct damages the Company’s name or reputation or violates the rights of those of another party.

17.5        Upon the termination of your account, all of the legal rights, obligations and liabilities that you and the Company have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

18           Dispute Resolution

18.1        Notice

A party claiming a dispute (Dispute) must, within thirty (30) days of becoming aware of the Dispute, provide written notice to the Company (the Dispute Notice) detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute and serve it on the other party by sending an email to the other party’s email, and in the case of the Company to info@onssb.com.

18.2       Response

Within fourteen (14) days of receipt of the Dispute Notice, the other party must respond in writing and serve it on the other party detailing their response to the Dispute and serve it on the other party by sending an email to the other party’s email, and in the case of the Company to info@onssb.com.

18.3        Resolution

On receipt of the Response by that other party, the parties to the Dispute (the Dispute Parties) must within seven (7) days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

18.4        Confidential

All communications concerning negotiations made by the Dispute Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

18.5        Termination

If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate.

18.7       Notice

A party to the Terms claiming a Dispute has arisen under the Terms, must give notice, in compliance with clauses 18.2 and 18.3, to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

18.8     Confidential

All communications concerning negotiations made by the Dispute Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

19          Notice

19.1        The Company may provide any notice to you under the Terms by sending a message to your email address. The notice provided by the Company to you by email shall be deemed to have been properly given on the date the Company sends the email, regardless of whether you have received the email.

20         Severance

If any part of the Terms is found to be void or unenforceable, that part shall be severed and the rest of the Terms shall remain in force.

21           Waiver

21.1        A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it.

21.2        A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

21.3        The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

22           Assignment

22.1        The Company may assign or transfer its rights or obligations under the Terms without your consent.

22.2        You may not assign or transfer your rights or obligations under the Terms without prior written consent of the Company. A purported assignment without written consent will be deemed to be void and convey no rights.